Dr Lalchandani Labs Ltd

2. Performance Review: -

Your directors report that for the year under review, the revenue of your Company stands at Rs. 504.51 lakhs.

3. Capital Structure: -

During the year under review, there is no change in the Authorized and Issued Share Capital of the Company.

4. Dividend: -

Your directors do not recommend any dividend for the year 2023-2024.

5. Deposit: -

During the year, your company has not accepted any deposits from the public and therefore no information is required to be furnished in respect of outstanding deposits.

6. Change in Nature of Business: -

There is no significant change made in the nature of the company during the financial year.

7. Transfer to Reserve: -

During the period under review the Company has not transferred any profit to the reserves.

8. Details of Directors and Key Managerial Personnel: -

During the year under review, there has been no change in Board of Directors, however Ms. Monika Joshi and Mr. Karan Kumar (M No. A72515) were appointed as Company secretary and compliance officer of the Company w.e.f. 25.08.2023 and 01.12.2023 respectively who were subsequently resigned w.e.f 27.11.2023 and 06.04.2024 from the said position, In place of whom Ms. Namita Anand (A32483) has been appointed as company secretary and compliance officer of the Company w.e.f 02.05.2024.

As on 31st March 2024 shareholding of directors in the company is given below-

Brief composition of the Board of Directors of the Company is annexed to this report as Annexure - II.

NO MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

7. Directors' Responsibility Statement: -

Your Director state that:

a) In the preparation of the annual accounts for the financial year 2023-2024, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b) Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2024 and of the Profit and loss of the Company for the accounting year ended on that date;

c) Proper & sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; and

d) The annual accounts of the Company have been prepared on a going concern basis.

e) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

8. Statutory Auditors: -

M/s. ATN & Company, Chartered Accountants (Firm Registration Number- 024866N), have been appointed as statutory auditor's of the Company in the meeting of Board held on May 30, 2024 subject to approval of shareholder's in ensuing AGM of the Company, for the period of 5 years and to hold office from conclusion of 7^th AGM till the Conclusion of 12^th AGM of the Company.

9. Auditors' Report: -

The Notes on the Financial statement referred to in the Auditor's report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

10. Subsidiary Company: -

Currently, your company does not have any subsidiaries.

11. Tax Provisions: -

The Company has made adequate provisions as required under the provisions of the Income Tax Act, 1961 as well as other relevant laws governing taxation on the company.

12. Corporate Governance: -

The company is listed on BSE-SME. Hence, the Corporate Governance Report is not applicable to the Company for the financial year 2023-2024.

13. Conservation of energy, technology absorption, and foreign exchange earnings and outgo: -

The particular as prescribed under sub-Section (3) (m) of section 134 of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014,

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

14. Corporate Social Responsibility: -

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within the purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

The information required under Section 197 of the Act and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

There is no employee who is drawing remuneration of more than One Crore and Two Lakhs per annum, more than Eight Lakhs and Fifty Thousand per month, and more than the remuneration of Managing Director or Whole-time Director.

The Board confirms that the remunerations paid to the directors are as per the remuneration policy.

16. Meetings of the Board of Directors: -

17. Statement on Declaration Given by Independent Directors under Sub-Section (6) Of Section 149: -

The independent directors have provided their declaration, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-Section (6).

18. Particulars of Loan, Guarantees and Investments by Company: -

During the financial year ended March 31, 2024, no loan, guarantee and investment under Section 186 of the Companies Act, 2013 was made by the Company.

19. Related Party Transactions: -

During the year under review, besides the transactions reported in Notes to Accounts and AOC-2 (Annexure -I), forming part of the Annual Report. There were no other related party transactions with its promoters, directors, directors and management that had a potential conflict of interest of the Company at large.

20. Annual Return and Dividend Distribution Policy :-

The Annual return and dividend distribution policy of the Company can be accessed at the below link: http://lalchandanipathlab.com

21. Significant and Material Orders Passed By the Regulators or Court:-

There are no Significant and Material orders passed by the regulators or Courts that would impact the going concern status of the Company and its future operations.

22. Audit Committee: -

In accordance with the provisions of Section 177 of the Companies Act, 2013, there is no change in the constitute of an Audit Committee. Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

23. Nomination and Remuneration Committee: -

In accordance with the provisions of Section 178(1) of the Companies Act, 2013, there is change in the constitute a of the Nomination and Remuneration Committee. Nomination and Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.

Nomination and Remuneration Committee:

23. Stakeholders Relationship Committee: -

In accordance with the provisions of Section 178(5) of the Companies Act, 2013, there is change in the constitute of a Stakeholders Relationship Committee. Stakeholders Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.

Stakeholders Relationship Committee:

24. Reporting Under the Provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013:-

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013.

The Company has framed proper policy to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. As per Section 22 and 28 of the Sexual harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013, the Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

No Sexual harassment complaints have been received and disposed off during the financial year 2023-2024.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

a. number of complaints filed during the financial year: Nil

b. number of complaints disposed of during the financial year: N.A.

c. number of complaints pending as on end of the financial year: Nil

25. Compliance with the Code of Conduct: -

The Board of Directors has laid down a Code of Conduct to be followed by the board members and all senior Managerial personnel of the company.

All Board Members and senior management Executives have affirmed compliance with the code of conduct for the Financial Year 2022-2023. Annexure - III

26. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as Annexure - IV.

27. Details in Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statement-

Internal Control Systems has been designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordance's with management's authorization and properly recorded and accounting records are adequate for preparation of financial statements and other financial information. Internal check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal control systems.

Further, the testing of such controls shall also be carried out independently by the Statutory Auditors as mandated under the provisions of the Companies Act, 2013.

In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

28. Risk Management Policy:-

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. The Company on various activities also puts necessary internal control systems in place across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

29. Nomination and Remuneration policy of Directors, Key Managerial Personnel And other Employees:-

In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meetings, approved a policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees.

30. Acknowledgement:-

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The Directors express their gratitude to the shareholders for their continuing confidence in the Company. The Directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company's vision and mission.

On behalf of the Board of Directors, For Dr Lalchandani Labs Limited

Sd/-

Dr Arjan Lalchandani Chairman and Managing Director DIN-07014579

Place: New Delhi Date: 07^th September, 2024